Canada Case Law

Lash v. Lash Point Association Corp.

Court

Court of Appeal for Ontario

The motion judge had jurisdiction to vary the buy-out order and to authorize an en bloc sale, but he erred in approving the Sheiner/DiCapo agreement because it failed to satisfy any of the Soundair principles (no open-market exposure, no effort by Receiver to obtain best price, defective sale process); the approval of that sale was set aside and the Receiver was ordered to develop and pursue a proper sales process to list the property en bloc.

Source excerpt

• Receiver's sale
• Buy-out order
• Severance vs en bloc sale
• Soundair sale approval principles
• Admission of fresh evidence

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Dais v. Virvilis

Court

Supreme Court of British Columbia

Court clarified its earlier buy-out order, confirming Broadway Towers’ shares must be valued on a market-value basis with a single 40% discount, not extra discounts.

• Oppression remedy
• Share valuation
• Buy-out order
• Minority and marketability discounts
• Payment terms
• Costs

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Ruffolo v. David

Court

Court of Appeal for Ontario

The trial judge erred by substituting a new value for the matrimonial home fixed by a prior unappealed buy-out consent order; therefore equalization must be recalculated excluding the buy-out; however, the order for retroactive spousal support was properly made because the respondent established need, the appellant's ability to pay and a good reason for delay, so the retroactive support award stands. The appeal is allowed in part and paragraphs 1 and 2 of the order are set aside and replaced with a recalculated equalization payment of $63,821.50 owed by the respondent to the appellant; no pre…

Source excerpt

• Equalization
• Spousal support
• Retroactive spousal support
• Buy-out order
• Family law act s.5(6)

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Kular v. Wahlla

Court

Supreme Court of British Columbia

Deadlock between equal shareholders led the court to order a buy-out under the Business Corporations Act, with deferred salary and loan issues factored into valuation.

• Oppression remedy
• Buy-out order
• Deadlock
• Shotgun sale
• Valuation of shares and loans
• Shareholder-oppression

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